Pretty much any local lawyer should be able to help you but most the people I used to work with would probably be able to write you a clean operating agreement cheaper than reviewing one you wrote. 

(Perhaps I need to write a new post on how to use Google?)

I have some friends that are amazingly talented owning and running C type properties but they are local to the product.

It should always be in writing.

I certainly did not, and neither did the mortgage lender who  pre-qualified me.After closing on the HELOC  this week, I was reading through the docs last night and stumbled upon the Occupancy clause :"Borrower shall occupy, establish, and use the Property as Borrower's principal residence within 60 days after the execution of this Security Instrument and shall continue to occupy the Property as Borrower's principal residence for at least one year after the date of occupancy, unless Lender otherwise agrees in writing, which consent shall not be unreasonably withheld, or unless extenuating circumstances exist which are beyond Borrower's control"So I'm not sure what to do.  

Wow that is the first thing I have seen you write that I disagree with and I couldn't disagree more strongly.

You could literally write up your own deed restriction to a property you own and then go down and record it; regardless of whether that deed restriction is legal or enforceable.Hell, in some areas, older homes still have deed restrictions limiting the sale of properties to non-negros only.

I write about it all the time on my blog at www.TheRedPillInvestor.com! 

But we shook hands and agreed on a very modest non-refundable deposit and agreed to put everything in writing Monday or Tuesday.

Buying at the top you only typically get principal pay down and some tax write offs.